BANDAG INC
SC 13G/A, 1999-02-16
TIRES & INNER TUBES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     Schedule 13G

                      Under the Securities Exchange Act of 1934
                                 (Amendment No. 1 )*

                                      Bandag Inc.
                                   (Name of Issuer)

                                      Common Stock
                            (Title of Class of Securities)

                                      059815100
                                    (CUSIP Number)

Check the following box if a fee is being paid with this statement /  /. (A 
fee is not required only if the filing person:  (1) has a previous statement 
on file reporting beneficial ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).

                           (Continued on following page(s))

                                        Page 1
<PAGE>

CUSIP No. 059815100                       13G                            Page 2

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. 
    OF ABOVE PERSONS
         Barclays Global Investors. N.A.,  943112180

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)  
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 250,365
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   250,365
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         250,365

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     

(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         2.8%

(12) TYPE OF REPORTING PERSON*
         BK

                         *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 059815100                       13G                            Page 2A

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. 
    OF ABOVE PERSONS
         Barclays Global Fund Advisors 

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)  
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 657
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   657
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         657

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     

(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.0%

(12) TYPE OF REPORTING PERSON*
         BK

                         *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 059815100                       13G                            Page 2B

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. 
    OF ABOVE PERSONS
         Barclays Global Investors, LTD. 

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a)  
                                     (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 14,099
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   14,099
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         14,099

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     

(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         0.2%

(12) TYPE OF REPORTING PERSON*
         BK

                         *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

                                                                         Page 3

ITEM 1(A). NAME OF ISSUER
                    Bandag Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    2905 North Hwy 61
                    Muscatine, IA 52761-5886

ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Investors, N.A.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105

ITEM 2(C). CITIZENSHIP
                    U.S.A

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    059815100

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act
     
(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                         Page 3A

ITEM 1(A). NAME OF ISSUER
                    Bandag Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    2905 North Hwy 61
                    Muscatine, IA 52761-5886

ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Fund Advisors

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105

ITEM 2(C). CITIZENSHIP
                    U.S.A

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    059815100

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                         Page 3B

ITEM 1(A). NAME OF ISSUER
                    Bandag Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    2905 North Hwy 61
                    Muscatine, IA 52761-5886

ITEM 2(A). NAME OF PERSON(S) FILING
                    Barclays Global Investors, LTD

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    1 Swan Lane
                    London, England EC4R 3UD

ITEM 2(C). CITIZENSHIP
                    United Kingdom

ITEM 2(D). TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E). CUSIP NUMBER
                    059815100

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 
           13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b)/X/ Bank as defined in section 3(a)(6) of the Act

(c) // Insurance Company as defined in section 3(a)(19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
        (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

<PAGE>

                                                                         Page 4

ITEM 4.   OWNERSHIP 
        (a) Amount Beneficially Owned:                          265,121
     
        (b) Percent of Class:                                   2.9%
     
        (c) Number of shares as to which such person has:
              (i)   sole power to vote or to direct the vote
                      265,121
              (ii)  shared power to vote or to direct the vote
                      0
              (iii) sole power to dispose or to direct the disposition of
                      265,121
              (iv) shared power to dispose or to direct the disposition of
                      0

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
          if this statement is being filed to report the fact that as of the
          date hereof the reporting person has ceased to be the beneficial 
          owner of more than five percent of the class of securities, check the
          following. /X/

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
                   The shares reported are held by the company in trust 
                   accounts for the economic benefit of the beneficiaries of 
                   those accounts.  See also Items 2(a) above.

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED 
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
                   Not applicable

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
                   Not applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
                   Not applicable

<PAGE>

                                                                         Page 5

ITEM 10.  CERTIFICATION
          By signing below I certify that, to the best of my knowledge and 
          belief, the securities referred to above were acquired in the 
          ordinary course of business and were not acquired for the purpose 
          of and do not have the effect of changing or influencing the 
          control of the issuer of such securities and were not acquired in 
          connection with or as a participant in any transaction having 
          such purposes or effect.

          SIGNATURE

          After reasonable inquiry and to the best of my knowledge and
          belief, I certify that the information set forth in this
          statement is true, complete and correct.

                                        
                                                    February 12, 1999
                                        
                                        
                                        
                                                    Wendy Beller
                                                    Manager of Compliance




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